Agreements

Agreement between FAPESP and the University of Oxford

COOPERATION AGREEMENT FOR RESEARCH BETWEEN SÃO PAULO RESEARCH FOUNDATION AND THE UNIVERSITY OF OXFORD

The SÃO PAULO RESEARCH FOUNDATION - FAPESP, established by Law nº 5.918, of October 18th, 1960, with headquarters at Rua Pio XI, 1500, Alto da Lapa, São Paulo, SP, enrolled in CNPJ/MF under nº 43.828.151/0001-45, herein represented according to article 11, “a” of Law nº 5.918, combined with its General Rule approved by Decree n° 40.132, of May 23, 1962, represented by its President, Prof. Dr. CELSO LAFER, in the exercise of the powers delegated by Act of the Governor of the State of São Paulo, published in the Official Gazette of the State, of July 30, 2013, hereinafter referred to as FAPESP, and the UNIVERSITY OF OXFORD a civil corporation established under common law, which was formally incorporated by the Act for Incorporation of Both Universities 1571 under the name of ‘The Chancellor Masters and Scholars of the University of Oxford’ and an exempt charity as listed in Schedule 3 to the Charities Act 2011represented by Professor Andrew Hamilton, Vice Chancellor, hereinafter referred to as “OXFORD”and together as the "Parties":

CONSIDERING the importance of promoting cooperation in academic, scientific and technological research between Oxford - UK and the State of São Paulo, Brazil, wishing to strengthen this cooperation on the basis of equality and mutual benefit;

CONSIDERING the need to strengthen the links between the academic communities of both countries and also to encourage new forms of collaboration between research centers;

WISHING to promote initiatives of collaboration in academic and scientific research and technological development in priority areas of interest to both parties, fostering bilateral cooperation;

The Parties agree as follow:

1. Purpose

Through this Cooperation Agreement, the Parties will encourage academic, scientific and technological cooperation and collaboration between researchers from Oxford - UK and from the State of São Paulo, Brazil, through the funding of joint research projects.

2. Methods of Collaboration

The Parties will promote the collaboration outlined in clause 1, observing any relevant international and domestic obligations, laws and regulations through mechanisms such as:

a) Implementation and funding of joint research projects on issues of common concern and exchanging knowledge and results;

b) Organization of academic, scientific and technological seminars, specialized workshops, symposia and other academic meetings of mutual interest, to promote interaction between institutions and research groups relevant to both Parties, with the goal of identifying future areas for cooperation;

c) Activities of academic exchange that will help prepare the ground for the development of cooperative research projects between teams from the State of São Paulo and from the University of Oxford, including but not limited to, academic exchange visits, workshops and bilateral academic seminars;

d) The activities listed above are subject to the internal requirements of the Parties; and those may require additional binding agreements to be entered into on a case-by-case basis. In any event, staff and students of one Party who are visiting premises of the other Party will be expected to comply with local requirements regarding such matters as health and safety, access and security, and confidentiality.

3. Academic Areas

The collaborative activities referred to in this Agreement could be developed, in principle, across all academic disciplines and areas of knowledge. The Steering Committee may specify a particular focus area, in the calls for research proposals.

4. Implementation

a) The Parties will establish a Joint Steering Committee which will be responsible for the implementation of the collaborative activities referred to in this Agreement and for drafting and managing any calls for proposals. The exact remit and membership of the Steering Committee will be mutually agreed by the Parties.

b) Each of Oxford and FAPESP will be responsible for issuing calls for proposals for joint projects within OXFORD and Sao Paulo respectively and for receiving and reviewing the proposals although the Parities, through the Joint Steering Committee, may establish joint procedures for the submission and review of the proposals in case of mutual interest subject to the Parties’ internal rules.

c) After local review, the Parties, through the Joint Steering Committee, will decide by meeting or video conference which proposals will be supported.

5. Funding

a) OXFORD will contribute up to GBP£12,000 (twelve thousand pounds sterling) per year for each year of the Term to fund the collaborative activities under this Agreement. FAPESP will contribute the equivalent of that sum in Brazilian Reais.

b) For each of the research projects that are approved, OXFORD will assume the funding of research teams from OXFORD and FAPESP of the research teams from the State of São Paulo, Brazil, in all cases according to their national rules and regulations.

c) The amount of funding to be offered to support each individual collaborative research project will be established before the call for proposals.

6. Intellectual Property

a) The Parties agree that separate terms and conditions may be negotiated, in good faith, in order to govern the conduct of collaborative research projects (each a “Research Agreement”).

b) The Parties further agree that where any collaborative research projects result in products of commercial value and/or intellectual property rights, they will be regulated by a Research Agreement and any relevant national legislation and international conventions in force. Participants should also observe any Intellectual Property policy of the Party responsible for the funding of their team.

c) If the Parties agree that any intellectual property rights arising from a collaborative research project should be jointly owned, then the relevant parties will in good faith endeavor to agree in a Research Agreement appropriate provisions regarding each joint owner’s rights to use such intellectual property rights, taking into account the relevant contributions of the parties.

7. Term

This Agreement shall be valid for a period of 5 (five) years from the date of its signing and may be extended by mutual agreement between the Parties in a written amendment to this Agreement.

Either Party may terminate this Agreement by written notice, with a period of six (6) months in advance.

The Parties agree that the termination of this Agreement shall not affect those research projects and programmes that have either already been approved or which have already started, and the Parties will continue to fund these projects and programmes until the end date of such projects or programmes.

8. Communications

The Parties acknowledge the merits of positive publicity but recognize that neither Party should make any press announcement or public statement about the call for proposals or this Agreement which has not been agreed in advance by the other Party.

This Agreement may be amended by mutual consent of the Parties and made official by amendment agreement.

10. Miscellaneous

a) Subject to the funding commitments of the Parties set out in clause 5, each Party will bear its own costs in relation to the collaboration envisaged in this Agreement unless otherwise jointly agreed between the Parties.

b) The Parties shall maintain the highest ethical and legal standards in funding research under this Agreement.

c) The Parties agree that this Agreement is entered into in good faith, so that any dispute and / or interpretation arising therefrom in relation to its implementation, execution and compliance will be resolved jointly by them and shall be in writing if appropriate. If no agreement is reached between the Parties within a reasonable time, this Agreement may be terminated without liability to the Parties who will agree how to conclude the actions in progress to date of notification of termination by either party.

Signed in January 20, 2015 in two original copies in English and Portuguese, both texts being equally authentic and presenting the same content.